Whiteout
by I.heart.mean.girls
Summary: My [very late] contribution to SwanQueenWeek. A student/teacher SQ AU. Regina is Emma's college professor and Emma's got a wicked crush. Rated M for language and smut.


"**Whiteout" **

**My [very late] contribution to SwanQueenWeek. **

**A student/teacher SQ AU. Regina is Emma's college professor and Emma's got a wicked crush. ;) **

**Rated M for language and smut. **

**Words: ~9,500**

* * *

"Oh come on Emma! You _have_ to pick one!" August slurs from the backseat.

"Yeah! Seriously Emma, what's the big deal? We all said ours!" Ruby chimes in from the passenger side.

Emma rolls her eyes in irritation. _I am never volunteering to be the designated driver ever again_, she vows silently to herself. She loves her friends, but for the last twenty minutes they have been having the most inane conversations. This new game is just as ridiculous as the "if you had to be a vegetable, what would you be?" question.

"I know why she won't say." Graham offers from his place next to August. Ruby and August turn to look at him as if he were about to deliver the meaning of life. Even Emma steals a glance at him in the rearview mirror wondering if he really knows. "She's still not over me." He explains confidently with his stubble-covered chin jutting in the air.

The rest of the passengers ring out in a chorus of disbelief and hysterical laughter.

"You wish man!" August says playfully with a light shove to his best friend's shoulder. "Everyone knows she dumped your ass like five minutes into Freshman year!" He continues with boisterous amusement.

The immediate blush that explodes over Graham's face makes Emma wince. It's true she had broken up with him almost as soon as they'd gotten to college. They had been dating since they were kids and Emma was ready for something new. She wanted to grow and come into her own, and tied to her eighth grade boyfriend wasn't the way to do that.

"Whatever." Graham grumbles under his breath wishing the bottom would fall out of the cramped Volkswagen letting him disappear.

"Anyway, that was like three years ago! Ancient history. Fess up Emma! If you had a gun to your head and you _had_ to bone one of your professors to stay alive, who would you pick?" Ruby asks her question again and waits expectantly for her best friend to respond.

"This is so dumb! Who cares? When the hell is some deranged kidnapper going to hold me captive with a gun demanding I have sex with a professor to save my life?!" Emma is completely exasperated. They are only a few streets away from the apartment the boys share, but the ride has grown eternal.

"Since when are you such a stick in the mud?!" Ruby asks equally frustrated by Emma's refusal to play along. Each of them had confessed their faculty choice. Even Ruby, whose crush was a sixty-five year old Egyptologist from the archeology department, had answered the question. August and Graham had both picked Professor Mills, but that was hardly a surprise. Ruby can't figure out why Emma is so reticent on this issue.

"Come on Emma! Out with it!" August pokes Emma's arm as if physically nudging her might prompt a response.

After several minutes of nonstop harassment and catching every red light in Boston, Emma cracks like Humpty Dumpty taking a nosedive off the wall.

"Fine! I'd pick Professor Mills! Are you happy?!" Emma confesses while slamming on the brakes at the stop sign just before August and Graham's apartment. The raucous laughter and teasing die immediately and the trio is left speechlessly staring at a beet red Emma.

"Are you serious?" Ruby asks tentatively after Emma's revelation sinks in. Emma's silence and increasingly red cheeks are all the confirmation she needs.

"Oh shit! That's awesome!" August claps his hands and stomps his feet simultaneously. "I've always wanted a gay best friend!" He nearly squeals in delight.

"I'm not _gay_!" Emma snaps, she is far from ready to commit to any labels. She just started admitting her insane crush on her professor to herself, and is certainly not prepared to affix a brand to it.

"I fucking knew it!" Ruby exclaims after August's hooting and hollering ceases. "You are _always_ talking about her! Oh! And you've taken every single one of her classes even though you're a Criminal Justice major! What the hell does history have to do with getting into the police academy? If we were still in middle school you'd have posters of her plastered over your bed!" Ruby had known that Emma was pining after a professor, but she didn't think it was Regina Mills. But in truth no one could resist Professor Mills. Even Ruby, who is very confident in her heterosexuality, catches herself staring every now and again.

Emma remains quiet, she can't think of a defense to Ruby's assertions.

"Oh why so glum chum?" August asks a still brooding Graham. "Look at it this way, it's not _you_ she dumped! It was your lack of proper equipment!" August usually manages to find the bright spot in any situation, and this was proving to be no different.

"Hey you're right!" Graham says as August's point slowly sinks in. "It's not me! She's just a lesbian!" He shouts excitedly while sitting straight up in his seat. "Thanks Em, why didn't you just say that! I totally get it! Girls are hot!" Graham circles his arms around Emma from the backseat with such force he nearly chokes her.

"I'm not a lesbian." Emma repeats futilely. Her voice is a strained whisper thanks to the forearm on her windpipe. Even if she could speak her friends wouldn't listen. They were all far too excited about her disclosure. Emma has to admit she is more than a little relieved they are taking it so well. She hadn't really known what she was feeling herself, and being able to talk about it with her friends might help to figure it out. _I'll wait 'till they're sober though_, Emma thinks with an internal laugh.

"Oh my fucking God!" Ruby shouts in disbelief when the car comes to a stop outside the guys' apartment building on the busy Boston thoroughfare. August and Graham were fortunate to score a rent-controlled sublease in a very upscale part of town littered with bars and restaurants. They would have gone drinking here, but they would be hard-pressed to afford one drink a piece on their college student budgets.

"What?" Emma glances around nervously wondering if maybe she'd hit something without noticing it. Graham finally releases her from the bear hug to look for a police car or whatever Ruby had spotted.

"Holy. Shit." August echoes as if he's seen a ghost. "There she is." He clarifies, nodding his head toward where Emma and Graham should look. They follow August's signal and suddenly Emma feels like she's been hit in the face with a bucket of cold water.

"Fuck." Emma utters, her face betraying her total shock. There she is, Regina Mills half a block away shouting into a cell phone. A bright yellow boot firmly bolted to the rear wheel of her black Mercedes Benz. All the blood drains from Emma's face. She can't breathe. _This can't be happening_.

The four inhabitants of Emma's beat up bug stare at Regina wordlessly. Their mouths slightly agape and eyes almost cartoonishly wide. A car horn sounds behind them and Emma nearly jumps out of her skin.

"Drop us off and go help her!" Ruby is the first to speak and stir the others into action.

"What?! No! No way!" Emma vehemently refuses. She shakes her head so hard it leaves the world spinning around her even when she has stopped moving.

"Yes! You have to! When are you going to get another chance like this?!" August leans forward so half his body is wedged between the front seats and his face is only inches from Emma.

"You guys are drunk! There is no way in hell that I'm going over there!" Emma digs in her heels. She won't be led into making a fool of herself.

"We may be drunk, but this is seriously your chance! Look at the sky! It's totally going to start snowing again any minute!" Ruby admits poking her head over August's shoulder. The cramped quarters are hardly enough to keep Ruby from speaking her mind.

"Emma, you have to drive up and rescue her! You'll totally be like her knight in shining armor!" Graham chimes in from the back. This revelation that his ex-girlfriend loves the ladies has lifted his mood into outer space.

"Yes!" August agrees. "Then when you drop her off at her place she'll ask you to come up and have a night cap. She'll slip into 'something more comfortable,' which totally means lingerie, and then bam you're hitting it with Professor Mills! You are one lucky fuck you know that!" He finishes, his dark eyes regarding her with a combination of jealousy and admiration.

"Oh my god, shut up! This isn't a letter to Penthouse! Things like that don't happen! Now get out of my car so Ruby and I can go home!" Emma is certain that her friends have lost their minds. Maybe they were ingesting more than alcohol at the bar, or perhaps they are suffering from some kind mind-altering poison. Whatever it is, Emma has no plans to heed their terrible advice tonight.

"Oh no way! I'm staying with August and Graham! You and the professor need privacy!" Ruby hands fly over the skinny silver handle on the car door, but Emma grabs her other arm with considerable force bringing her back into the seat before she can get out of the car.

"You guys please be serious!" Emma begs as she watches the situation getting out of control. "Look," She points toward Regina's direction. "She's on the phone. I'm sure she has like AAA or something and is already getting help. She doesn't need a ride from me!" Emma is practically on her knees pleading. She regrets having buckled under the pressure. _Why couldn't I have just lied and given any other professor's name!_ She asks herself as if she could go back and change it now.

"Okay you're right." Ruby concedes no longer trying to wiggle out of Emma's grasp. "If you want to give up the singular opportunity to rescue your crush from the side of the road in the middle of the night, then that's your choice. We give up." All the excitement has vanished from Ruby's voice and Emma breathes a deep sigh of relief.

"But—" August begins, but Ruby shakes her head.

"That's it guys. We have to respect Emma's wishes to be super lame and miss out on an awesome story she can tell her grandchildren." Ruby interrupts maintaining her sullen tone.

"Alright. Well let us out then." Graham says, gloomy as ever. Ruby opens the passenger door and gets out so August can tilt her seat forward and squeeze out. Graham is next. As soon as his huge booted foot is out of the car, Ruby quickly throws the seat down and slams the side door.

"Ruby get back in the car!" Emma shrieks and frantically rolls down the driver's side window. By the time the glass comes down Ruby is already on the other side of the car and on the sidewalk.

"Nope! Now you go over there Emma Swan or I'll never speak to you again!" Ruby shouts, her eyes flickering with glee at the success of her mischievous plan. August and Graham appear confused for a moment, but catch on quickly and hustle to get inside before Emma comes after them.

"Ruby please just get in the car!" Emma begs uselessly. Ruby's eyes glance over at their professor and then back at Emma. She gives Emma a strange smile and then mouths something like 'you're welcome' before turning her body toward the street corner.

"Professor Mills!" Ruby calls, her voice booming across the cobblestone street, before darting into the building. Regina swings her head around in Emma's direction. Emma would kill her friends if she weren't frozen in place. _Oh fuck! Fuck! Fuck! She's looking over here! Oh shit she's squinting her eyes. Oh Christ she's waving. I hate you so much Ruby Lucas. Wait until I tell your grandmother where you were tonight._ Emma thinks ready to get even with her meddling friend. Emma tries to duck down in her seat but it's too late now, Regina has spotted her. _Alright, you can do this, just drive up, ask her if she needs help and when she politely declines you can be on your way. _

Emma's entire body shakes as she lifts her foot slowly off the brakes.

"Watch where you're going asshole!" A man yells as he whizzes passed her in a bright yellow taxi. Emma slams on her brakes and the car skids forward in the snow. _Can you try not to look like an idiot!_ Emma chastises herself while trying to control her pounding heart. She glances up to confirm that Regina is indeed still looking at her. The unmistakable heat of embarrassment flushes her face, which is even paler than usual thanks to the brutal winter. Emma sets out again, but this time she looks back to make sure the way is clear before pulling onto the street.

The dinky yellow bug pulls along side the sleek Mercedes and Emma hopes she doesn't pass out before she can speak.

Regina bends forward to look into Emma's passenger side window.

"Good Evening Miss Swan." Regina greets warmly despite her frustration with the state of her vehicle.

"It's a tow away zone after midnight." Emma's words are so shaky and her tone so high pitched it sounds completely alien to her. _Good job jerk_, Emma thinks immediately wishing she had said hello and not something so entirely useless and obnoxious. Emma knows she is turning redder by the second.

"Yes," Regina says with a good-natured smirk. "I see that now." She laughs and it sounds like a million angles singing as they descend from heaven. It dawns on Emma that she's never heard this woman laugh before and her stomach drops out of her body.

"Do you need a ride?" Emma shouts too loudly. Her heart is racing out of control and she is incapable of modulating her voice.

At first it seems as though Regina is going to kindly decline the offer, but then she takes another glance at her car and then at the sky. It has gotten increasingly cold in the hour she's been standing outside. She can see more and more of her breath with each exhale, and a painful chill has crept into her bones. Regina looks at the cell phone in her hand. She can't seem to get the towing company on the phone despite her many attempts, and her roadside assistance service said it could be another several hours before someone can come pick her up to take her home. She could wait for a cab, but Emma is already here and her extremities are so close to freezing.

"Have you been drinking Miss Swan?" Regina asks before making up her mind on the matter.

"No! I'm the DD tonight!" She shouts again giving Regina a strange sort of military salute that makes her look spastic. Emma clenches her jaw to keep her teeth from chattering or from doing any more weird things. Regina pauses for another several moments evaluating her options.

"Well then, I suppose I will take you up on your very kind offer." Regina replies retrieving her purse from the sedan before crossing the short distance to Emma's car.

The seconds move like molasses as Emma watches Regina – tall, beautiful, elegant Regina with her long black coat, black stockings and super high heels. She watches the earthbound goddess pull open the creaky door to her piece of shit car, perfumed with the faint aroma of marijuana and corn chips, until she completes her angelic descent into the passenger seat. Emma is sure that her friends are watching from Graham's bedroom and exchanging high-fives.

The moment Regina's Jimmy Cho touches the sticky floor of Emma's car, heavy fat snowflakes begin to fall. It only takes a few seconds for the freshly plowed and salted streets to be blanketed in white.

"It seems, Miss Swan, that you are my knight in shinning amour this evening." Regina says with a smile and what Emma would think was a wink if she didn't know better. Emma manages a queasy grin in response, but Regina doesn't appear to notice. "I live in Beacon Hill. You can just take this street to Chestnut and make a left. Thank you for going out of your way." Regina says amiably.

"No problem." Emma croaks somewhat appropriately. Regina suppresses a chuckle when she notices the girl is gripping the steering wheel so tightly her fingernails have turned white.

The silence is awkward as Emma makes her way slowly and carefully down the snowy Boston streets. The snow seems to be falling in sheets nearly an inch thick. _Say something you idiot!_ Emma yells in her head.

"Hot date tonight?" Emma asks, and then immediately wishes she'd left well enough alone. Regina laughs a deep throaty chuckle.

"A date? Yes. Hot? Definitely not." Regina responds with the specter of laughter still playing on her facial features. "A blind date from hell is more like it." Regina continues to Emma's surprise, and the younger woman manages to loosen up ever so slightly.

"Can't be all that bad." Emma offers, keeping her sentences as short as possible to minimize the stupidity coming out of her mouth.

"Oh I assure you it _can_ be that bad!" Regina responds. Her date was late, rude and kind of sexist. She vowed it was the last time she'd allow herself to be set up. The horror had only continued when she'd arrived at her car to find a boot had been put on it. Emma and her hideous little car had been the only bright spot. "So tell me Miss Swan, were you coming from a date tonight?" Regina asks already knowing the answer. She had seen Emma's friends climbing out of the Volkswagen like circus clowns. The group had been in Regina's freshman American History class, but only Emma had continued on to take Regina's other courses including a seminar on African Diaspora liberation movements.

"No." Emma laughs lacking the majestic quality Regina possesses and sounding more like an out-of-tune trombone. "I was just out with my best friends." Emma snorts awkwardly. Regina smiles in response, the curl of her full lips makes Emma lightheaded.

Another silence settles between them, but this time it is somewhat less awkward. Emma steals side-glances at Regina. Emma's view is partially obstructed by the leg of her heavy black eyeglasses, but what she can see is enough to make her mouth feel like the Sahara. Regina's silky black hair sits in a perfect bob above her shoulders. Suddenly Emma wishes she had done more with her hair than just throwing it carelessly into a ponytail.

Regina manages to suppress her smirk and remain apparently ignorant to Emma's gawking. Her student has an endearing quality, and if Regina were perfectly honest, a sort of geeky beauty.

"It's really coming down." Regina comments when Emma turns onto her street. For a moment she worries the little bug won't make it up the steep snow-covered hill.

"I didn't think it was going to snow again until the morning." Emma adds, her voice returning to normal. Her attention is so focused on commandeering her car safely up the street that she has forgotten to be nervous.

The small yellow car skids more than once, but Emma is able to bring it to a stop when Regina gives her the signal that they've reached their destination. Emma struggles to keep her eyes in their sockets when she sees the palace Regina lives in. The colonial style home fits in with all the other mansions on the block. It is all the confirmation Emma needs that she is indeed out of her league, as if there was ever really any doubt.

"Why don't you come in until the snow stops?" Regina says before Emma can say goodnight.

"Oh no it's okay. I'll be fine. My apartment isn't too far from here." She lies.

"That wasn't really a question Miss Swan. I don't want to be held liable if you hurt yourself out there. The trucks will be along as soon as the snow stops to plow the streets. Come on. I'll make us some coffee, or maybe something a little stronger." Regina finishes with a wink that Emma can't deny this time.

"No really Professor Mills, I'll be fine." Emma repeats trying to sound mature and in control.

"Pull in here," Regina directs Emma to the narrow driveway along the side of the house. "That way the plows can get through." She continues as if Emma had not already said she wasn't staying. Emma hesitates, but after a beat her arms and legs move of their own volition.

When the car clears the street and the sidewalk, Emma puts it in park. She wishes the damn think had an emergency break at times like these. All she needs is to come out and find her car has rolled backward down the hill. With her luck it would probably hit every expensive thing on the way down.

"Well let's go before we need snowshoes to get to the door." Regina says dryly and the image of them with tennis rackets on their feet makes Emma snort again when she laughs.

The front door of Regina's estate leads them into a grand marble foyer. The kind with a massive wooden round table in the middle holding an enormous bouquet of flowers. It reminds Emma of the time she took a field trip to the White House in DC as a kid, or those designer home magazines they have in the doctor's office.

"Your coat." Regina says with a half smile finding Emma's impressed expression rather adorable. Regina's voice brings Emma back down to earth and she realizes her mouth is hanging open. _Smooth_.

"Uh, Thanks." Emma pulls off her coat and scarf but leaves on the black leather jacket. The house is cold and she doesn't need any more reasons for her body to tremble. Being in Regina's presence is more than enough.

"Let's go in my office, it has the best fireplace." Regina pulls off her own black wool coat and deposits it in the closet near the front door along with Emma's things.

Emma nods and follows Regina toward a beautifully decorated corridor. She tries not to stare like a tourist walking through Manhattan for the first time, but the huge double staircase that leads to the second floor takes Emma aback. It's like something out of a movie. She had no idea real people actually lived like this. She can't imagine what the rest of the house looks like. She wonders what Regina's bedroom looks like and her fierce blush returns.

_Eyes ahead_. Emma commands herself trying to avoid looking like anymore of a yokel. Her eyes land on Regina sauntering a few feet ahead of her. _Damn_. She thinks, licking her chops like a cartoon wolf eyeing a juicy stake. Regina is a wearing a light grey dress that hugs her dangerous curves perfectly. Emma tries to look elsewhere, but Regina's ass has a magnetic pull. Green eyes travel lower to muscled calves that flex with every step Regina takes. Emma wonders how Regina walks on such high razor thin heels while making it look effortless. If Emma so much as stood in those she'd certainly sprain an ankle at the very least.

A dark wood door with ornate and intricate carvings meets them at the end of the hall lined with paintings and other art. Emma notices that there are no family photos hanging on the walls. When the heavy door swings open, Emma is surprised at how modern the furnishings in this room are compared with the other areas of the house she's seen. The office consists of clean lines and minimal but extremely tasteful décor.

Emma stands near the door looking around the room while Regina continues on to light a fire in the huge black hearth. Instead of piling on logs and fighting with a bar of fire starter, Regina presses something on the mantel and the fire comes roaring to life. _So fucking cool_, Emma thinks and starts to wonder if Professor Mills is really the new 007.

"You can come in dear." Regina says with a smirk. Blood rushes to Emma's face as she shoves her hands in the pocket of her skinny jeans and shuffles forward. _Ugh, stop being such a spaz_, she thinks trying to remember what it looks like to act normal. "Have a seat." Regina gestures to the contemporary-style black leather couch across from the fireplace.

"Thanks." Emma nods while staring at her booted feet and plops down on the end of the sofa.

"Do you drink Scotch Miss Swan?" Regina asks making her way to a black serving table somewhere behind Emma.

"Yeah," Emma lies unconvincingly. "But, I shouldn't have any. The snow will stop soon and then I really should be going." She explains pointing out the window as if Regina didn't know where the outside world was located.

"Oh I wager it will be snowing for quite a while longer." Regina responds looking out the same window where the street lamp shows the continued heavy downpour.

_Was that another wink?_ Emma wonders, her heart pounding in triple time. _Holy fuck, what if August was right? What if she's going to seduce me?!_ Emma's face goes from bright red to pale white. _I don't know how to have sex with a woman!_ She panics. She barely knew how to have sex with a guy. Really she had only ever been with Graham, and she wasn't even sure they'd gone all the way. _I'm so in over my head_. She thinks with a gulp.

"Thanks." Most of Emma's voice stays lodged in her throat as she accepts the drink from Regina. Emma notices that her drink has ice and is mixed with something fizzy while Regina's consists of about an inch of dark liquid and nothing else.

"You _are_ twenty-one aren't you?" Regina confirms before she releases her hold on Emma's glass.

"Yes I'm legal." Emma responds with a small laugh when she realizes Regina is just teasing her.

"Well then," Regina says lifting her glass, "to my knight in shinning armor." Regina clinks her glass against Emma's. "Cheers." She finishes with a raised eyebrow and a half smile.

"Cheers." Emma repeats preparing to swallow turpentine, but is surprised by the smooth flavor of her drink. "Wow, that's really good." Emma comments despite herself.

"It better be at eleven thousand dollars a bottle." Regina smirks setting down her glass of Macallan 1946. Emma's eyes widen again as she gazes down at the drink in her hand. She prays she doesn't drop it. "I hope you'll excuse me a moment. I've been wearing these clothes going on sixteen hours now, and I really need to change." Regina says with an exhausted look on her face and in a moment she's gone.

_Ohmygod, ohmygod, ohmygod, ohmygod. _Emma's heart leaps to her throat and full-scale panic short circuits her system. _August was right! She invited in me in for a drink and she went to get into something more comfortable! What the fuck am I going to do?!_ Emma looks around the room as if something will give her a clue on how to be a willing victim of seduction. There is a huge bookshelf built into the wall extending at least twelve feet to the ceiling and more than five times that length across. _Maybe there is a book in there I can read really quick!_ Emma thinks irrationally as she jumps to her feet, expensive glass securely in hand. Her eyes scan the spines of hundreds of books. Nothing here is going to help. Most of the books look over a hundred years old and have titles written in languages Emma doesn't recognize. Emma never thought she'd ever think this, but right now she wishes she had taken Ruby up on her offer to read _50 Shades of Grey_ with her book club.

"Looking for something interesting?" Regina asks from the office doorway. Every muscle in Emma's body becomes paralyzed. Emma is going to faint if Regina is wearing a black garter belt.

"Just browsing." Emma answers stupidly as if Professor Mills' bookcase were a store window. She suppressed the urge to shut her eyes and pretend to disappear and instead focuses her sights very intently on the book directly in front of her.

"I see." Regina's voice is liquid sex and getting closer. The tinniest hairs on the back of Emma's neck stand on end. "Should I turn down the fireplace?" Regina asks when she stops inches away from Emma. She can see the girl is a rather frightening shade of red and is starting to perspire.

"No I'm fine." Emma responds with an unconvincing crack in her voice like a thirteen-year-old boy going through _the change_.

"Here, at least take off your jacket." Regina says, her warm fingers wrapping around Emma's leather collar and pulling down gently.

"Okay." Emma responds shakily. She's an odd combination of terrified and excited. Regina's fingertips brush the base of Emma's neck and it sends a current of heat down Emma's spine and into her pants. Emma's brain works enough to tell her to set her glass down before removing her jacket.

"I'll get you a refill." Regina says with a smile as she takes the empty glass from the bookcase shelf. Emma opens her eyes, which she hadn't realized she'd closed, and sees the empty glass in front of her just before Regina takes it away along with her jacket. "This time I'll let you try it without the soda." She adds from the opposite side of the room.

Emma doesn't dare glance in the other woman's direction. For all she knows Professor Mills is pouring her a nine hundred dollar glass of whiskey in some kind of negligee. _Breathe. Be cool. Be cool._ Emma tells herself. _You can do this._ I mean who wouldn't want to be in her position. She's in the home of the hottest professor in the whole school, maybe even the planet, and she's obviously being hit on. Emma takes a deep cleansing breath and summons an inner confidence. Her friend's words ring in her head. _When are you ever going to get this chance again? Stop acting like a terrified child!_

"Here you are." Regina says returning from the bar with a fresh glass holding half a shot of pure booze.

Emma turns toward Regina's voice, looking her in the eye for the first time all evening. She is relieved to find Regina has changed into a black turtleneck and pants as opposed to some kind of exotic get-up. Not that she wouldn't want to see Regina in lingerie, but that's graduate level and Emma is still figuring out her ABC's.

Now it's Regina's turn to feel caught off guard. She's never stood so close to her student before and hadn't noticed how stunning Emma's eyes are. It reminds her of a clear blue sea surrounding an emerald green island.

"Thanks," Emma says with newfound confidence. She takes the glass from Regina making sure her fingers pass lightly over Regina's hand. Emma maintains eye contact, returning Regina's dark gaze, even as she lifts the drink to her lips and takes a small sip. "Delicious." Emma whispers when the warm liquid coats her throat. It really is a delightful drink. Certainly better than cheap stuff Emma usually has that could probably clean the grease off a junkyard engine.

Emma keeps her stare as penetrating and sultry as she can. _Ugh why didn't I take off my glasses_, she thinks wishing she had left the damn things in the car.

Regina's deep caramel eyes search Emma's face before her mouth breaks with a slow mischievous smile.

"If you're looking for something to read you might enjoy this." Regina casually takes a thin brown volume from the shelf and Emma's heart soars with her victory. She'd managed to be cool for the first time since she'd confessed her crush on Professor Mills. "Have you ever read Walt Whitman Miss Swan?" Regina asks placing the antique book in Emma's left hand.

"Not that I can remember." Emma admits taking the book. _Leaves of Grass_, she reads the faded letters on the cover. _1881-1882 Boston_. Emma can hardly make it out, but it almost looks like the word CENSORED had been stamped at the bottom then later erased.

"It's worth a read. You can borrow it if you like." Regina says coolly. "Just be careful, it's a first edition." She adds for good measure before walking toward the couch. Emma has never seen anyone look so regal just sitting the fuck down.

"Hey I'm careful!" Emma complains after a beat and makes her way to sit next to Regina.

"Miss Swan, I believe you once handed in a term paper adorned with coffee stains." Regina replies with a hearty laugh. Emma's pale skin flushes bright pink. She hopes Regina will assume it's a result of her proximity to the fireplace.

"It was _one_ stain, and it happened the morning it was due! I was out of paper, out of ink, and out of time!" Emma's protests are entirely too adorable for Regina's comfort level. The darker woman readjusts herself, folding her right leg under her left thigh allowing herself to face Emma more fully.

"Yes, well," Regina clears her throat forcing the almost goofy smile off her face. "I don't want to hear any excuses this time." She continues as seriously as she can, but the century old scotch has gone to her head and Emma's giggles annihilate her attempt at stoicism.

A comfortable silence falls between the pair as they slowly finish their drinks and watch the fire dance over slate-colored stones.

_Am I supposed to make a move?_ Emma wonders suddenly. Regina had been sending her signals all night, and now that the moment seemed perfect for the next step, her professor had backed off. _Maybe she wants me to kiss her first to be sure that I want to. That's understandable_, Emma concludes. If Regina kissed her first and Emma wasn't into it, she could lose her job and be labeled some kind of predator.

_I'm going to kiss her. I'm going to kiss Professor Mills._ Emma decides and is filled with an unusual calm that can only be found at the bottom of a very good bottle. Emma steals glances at Regina, who is sitting just inches away. _She's probably waiting for me to do it_. Emma nods internally in self-agreement.

Regina can feel Emma's stare burning into her and turns her head to meet the younger woman's eyes. The intensity is nearly palpable and Regina squirms under the scrutiny.

"Another drink?" Regina asks to break the tension, but she doesn't wait for a response before leaning forward to take Emma's empty glass from the coffee table. Emma stops her before she can get off the couch.

"No," Emma answers in a voice so soft and sultry it raises Regina's body temperature. Emma's hand rushes to cover Regina's so that she will set the glass back on the table. Emma lingers far longer that she needs to, and the warmth of the contact makes the butterflies wreck havoc in her gut. Emma has never done anything like this before, and she can only hope she doesn't make a fool of herself. Emma glances back and forth from Regina's eyes to her gorgeous red lips a thousand times in an instant. Regina keeps her eyes trained on Emma's hand. The hand that is resting over hers. The hand that is making her heart want to pound right out of her chest. Regina can sense Emma's quickening breaths just inches away and she struggles to collect herself. She can't let this situation get out of control.

"Emma," Regina starts as she turns her head toward Emma. Regina doesn't even notice she's uttered her student's first name. But Emma notices. The sound of her name on Regina's red lips is Emma's call to Mecca.

"Yes." Emma whispers in encouragement.

It takes Regina another moment, but she manages to rip her gaze from her own lap up to Emma's expectant blue eyes. _Oh fuck_. Regina realizes her mistake too late. She is sitting far closer to Emma than she'd realized. In a single motion Emma releases Regina's hand only to bring it up to her face and cradle her cheek. _Fuck. _Regina reflexively licks her lips even as the rest of her body remains stiff and motionless.

Emma hesitates less than a fraction of a second before she takes the plunge.

The sensation of Regina's lips, full and hot, blessed with the sweet taste of the whiskey they've been drinking, is like nothing Emma has ever felt before. Emma revels in the soft kiss and allows herself to be baptized in it. Emma's entire body is exploding. She doesn't just see fireworks – she transcends the terrestrial plane. Somewhere, in the small corner of Emma's mind that still functions, she wonders what the rest will be like. If just pressing their lips together is this electric, a little tongue might cause her to spontaneously combust!

"Emma," Regina repeats breaking off the kiss. All at once it hits Emma that Regina's tone and facial expression are extremely too apologetic.

"Oh god," Emma whispers covering her face with both hands. _I've made a terrible mistake_, she confirms before shooting out of her seat. "I'm so sorry!" She cries searching the room for her leather jacket. Her brain is heavy with the weight of embarrassment, and her eyes work overtime to keep the tears from forming.

"Emma please wait! Don't go! Not like this – its still snowing!" Regina runs after Emma who has bolted from the room with her jacket in hand.

"I am _so_ sorry." Emma repeats hysterically over and over as she runs through the house. Regina is hot on her heels begging her to stop and listen for a moment. Emma can't stop. She can't even entertain the possibility of stopping. She needs to be out. On the street. In her car. Heading toward home. Heading any place that isn't here.

"Emma!" Regina shouts from the edge of her front porch, but Emma doesn't show any signs of turning back as she treks through a foot of snow as quickly as she can.

Emma's stomach churns and her skin burns from the biting cold. As soon as she makes it to her car, Emma begins forcing the snow off her windshield and door with her bare hands. The harrowing pain quickly gives way to a numbness that spreads from her fingertips to her elbows. As soon as Emma can see glass, she abandons her efforts and jumps in the car. It takes more than one try, but the cold engine roars to life signaling an end to Emma's nightmare. Emma is grateful for her snow tires, and for how quickly rich neighborhoods get plowed, as she drives her car backwards over a snow bank and onto the icy street. She doesn't dare look back.

* * *

Embarrassment doesn't begin to cover what Emma feels as she rolls down Regina's street. She can't believe she let herself think Professor Mills was interested in her. _You made such a fool of yourself!_ She yells in her head as if any part of her had missed what happened. Emma can't help the masochistic need to replay the moment over and over in her head until she has to pull over to vomit.

_I'm going to have to change schools._ Emma decides when the shock wears off just slightly. She can certainly never face Regina again. She can't risk the possibility of running into her. Ever. _Maybe I'll go to Tallahassee. _She thinks wildly, remembering Florida State University had offered her a scholarship as a freshman. In truth she'd only stayed in Boston because that's where her friends were accepted and they all wanted to stay together. Emma decides to start the transfer process first thing in the morning.

It takes over an hour for Emma to make it back to the apartment she shares with Ruby. Emma had considered going to Graham and August's place instead, but she couldn't fathom putting her mortifying evening into words. No Emma just wants to take a hot shower, thaw her bones and cry into a pint of Rocky Road ice cream. She's kind of grateful her roommate isn't home. Now she can wallow in self-loathing all she wants without being faced with any questions.

* * *

After a long shower that utilizes every single drop of hot water available, Emma pulls on the warmest pair of blue flannel pajamas on Earth and lets her hair out of the ponytail. The blonde locks fall in soft waves around her shoulders. She borrows Ruby's fuzzy stripped long socks and makes herself a scalding cup of tea. Emma hadn't realized until she was several blocks away from Regina's house that she'd left behind her scarf and coat, which held her gloves and hat in the pocket.

_That's probably why she was calling after me – to give me my stuff_. Emma decides, and curls herself up in a thick pink fleece blanket. She settles down in the window seat near the heater and watches the sun come up slowly over the horizon. Emma is almost starting to feel warm and calm when a knock at the door stirs her from her peace.

Emma's eyes narrow toward the front door in annoyance. Ruby _never_ remembers her damn key. Emma waits it out hoping her roommate is just hung over and doesn't feel like searching through her bag. After several seconds another knock rings throughout the apartment and Emma begrudgingly leaves her warm nook. She storms to the door ready to let Ruby have it, not just for the key but for her asinine encouragement that lead to the most humiliating experience of her life.

"You have no idea the kind of night—" Emma's words die in her throat when she swings open the industrial metal door to find that her caller is most definitely not Ruby.

Emma's eyes widen and her mouth hangs open in surprise. It's becoming her expression of choice.

"I'm so sorry to bother you," Regina says genuinely. "You left these." She explains holding out Emma's coat and other belongings.

"Thanks." Emma responds quizzically. She had not expected Regina to come all the way here to bring her these things at five in the morning. _How does she know where I live?_ Emma wonders but doesn't bring herself to ask. She can't get over the shock of finding Professor Mills at her door.

"May I come in for a moment?" Regina asks when it becomes clear Emma is not going to offer.

"Sure," Emma responds before moving out of the doorway to allow Regina entry to her apartment. She doesn't really want Regina to come in. She dreads the awkward conversation that is most certainly about to ensue. What Emma really wants is to move a thousand miles away and forget this ever happened.

"Very nice place you have here," Regina comments as she glances around the room. Regina remembers when this building was a chocolate factory. Even a decade later there lingers a faint scent of cocoa in the air.

"Thanks." Emma doesn't mean to only provide one-word responses, but she doesn't know what else to say.

"And you share this with Miss Lucas?" Regina doesn't know why she is trying to make small talk, but it seems nerves are getting the best of her.

"Yeah." Emma raises both eyebrows in a display of confusion at Regina's questions.

Emma leans against the kitchen sink with her arms crossed as Regina sets her bag down on the countertop. Emma doesn't offer Regina a seat, and the professor forgoes pulling out the barstool uninvited. It's just as well, Regina's body is abuzz with nervous energy and sitting down will only allow her to fidget.

"Listen about last night, or well I guess it was this morning. . ." Emma starts inarticulately. "I don't know what came over me. I don't usually drink scotch —" Emma's words are cut short by Regina's mouth on hers. Emma hadn't even seen the other woman coming, but suddenly there she was pressing Emma back into the kitchen counter.

"I'm sorry." Regina whispers between tentative kisses. She had been terrified when Emma kissed her, but soon realized she had closed the door on something that felt special without giving it a chance. She doesn't know how to explain it, and hopes she can express everything in her heart without the need for words.

Regina might as well be reciting the pledge of allegiance because Emma's brain can't process words. _I must be dreaming_. Emma thinks. That's the only logical reason for why she would be making out with Professor Mills in her kitchen. When the tip of Regina's tongue makes a swipe at Emma's bottom lip the reality of the moment kicks Emma in the stomach.

"Professor Mills," Emma pulls away from Regina's lips after a while, but keeps her forehead pressed against her. She wants to ask why the change of heart, or get some kind of explanation, but words fail her. Emma's lips are tingling so hard they are almost vibrating, and her heart is about ready to flutter out of her body.

"Emma, I think you can call me Regina." The other woman responds breathlessly. A smirk pulling at the edges of her swollen lips. The sound of her name causes an absurd smile to spread on Emma's face. She wonders if she could ever tire of hearing her name spoken by such a celestial creature.

The combination of Regina's throaty voice and her soft lips pressing against Emma's mouth once more, is enough to make Emma stop questioning the moment. Even if she _is_ dreaming, what's the harm in enjoying the fantasy?

Emma lavishes Regina's red stained lips with slow passionate kisses until the need grows too great for temperance and she tangles both hands in Regina's hair to pull her in hard. Regina's whimper in Emma's mouth sends a pulse of heat straight through Emma's body and suddenly the flannel is suffocating.

With a fairly graceful spin, Emma turns Regina so that she can lead them to her bed without breaking their kiss. Regina circles her arms around Emma's waist and doesn't open her eyes to make sure Emma doesn't send them walking off the balcony. They can't disconnect their lips even after bumping into almost every surface in the apartment. Regina has never experienced a stronger desire to kiss another person before in her life.

After moving at a slow crawl, Emma's calves hit the back of her bed. She lands on the mattress with a bounce, bringing Regina down on top of her.

Regina forces her eyelids open just a sliver to peek around the room. She is surprised to find Emma's bedroom has no walls to speak of and is only made private by two strategically placed bookcases and a curtain made of beads suspended from the cement ceiling.

"Is Miss Lucas home?" Regina whispers, concerned for the first time about the impropriety of being seen straddling her student in the presence of another student.

"No," Emma responds quickly joining her lips to Regina's once more. "She probably won't be home for a while." She assures Regina trailing kisses down her throat.

Regina's eyes slip closed to better feel Emma's soft lips and warm tongue descending the length of her neck. She can't stop the moans that pour from her body when Emma's teeth scrape her collarbone.

"Take this off." Emma demands, her words muffled as she pulls on Regina's coat.

Regina pulls her legs up beneath her body, letting her stilettos drop to the floor, and sits up on Emma's hips. Emma props herself up on her elbows to watch Regina undress. Regina can't help but smirk at the sight of a flushed and wanton Emma staring at her like a teenage boy getting lucky for the first time.

"You'll have to drop my class you know." Regina says letting her coat fall away and moving her fingertips over the buttons of her silk blue shirt. She commends herself on the change in wardrobe when it seems that Emma's eyeballs might actually pop out of her skull.

"That's okay." Emma responds without moving her eyes from Regina's hands. She watches her professor unfasten the top button before gradually sliding her fingers down to the next. "I don't really care about how the Industrial Revolution lead to the creation of the Panama Canal." Emma confesses not allowing herself to blink for fear of missing a single moment of Regina disrobing.

"Oh is that so?" Regina asks rhetorically, her laugh bouncing off the exposed brick walls.  
"Well just for that now you can't touch until I say so." Regina's eyes turn dark and deadly. Emma groans at Regina's dominance and immediately becomes aware of the wetness building in her boyshorts. Regina's eyes flash with desire when Emma unconsciously pushes her pelvis up hitting Regina in the most exquisitely sensitive area.

Another button undone and Emma can see the top of Regina's ample cleavage. _Fuck_. Emma groans, biting her bottom lip and balling up her hands to keep from reaching out to feel Regina's firm flesh. Regina makes a show of running her hands over her own exposed skin and it drives Emma insane.

Emma is about ready to explode when Regina's shirt falls open, the luxurious fabric hanging off her shoulders making her look like a Greek goddess draped in the finest silks. Emma's eyes crawl over every inch of Regina's torso. She licks her lips desperate to return moisture to her mouth, but none can be found.

"My god," is all Emma can whisper as she takes in Regina's form. The black lace bra pushes Regina's breasts together in the most wonderful way. Her skin is so smooth and flawless she looks more like a painting than a person. The desire builds in Emma's center until the ache starts to hurt.

"Shall I take this off?" Regina asks referring to her blouse, but doesn't expect Emma to answer. Emma manages a slow nod, her eyes still open impossibly wide and her mouth slightly agape. The silk top slinks off Regina's body and joins her coat and shoes on the floor. Emma doesn't know how much more of this she can handle. "You look a bit warm." Regina remarks taking in Emma's flushed face and neck. Emma nods again. She would agree to anything Regina says right now. "Maybe we should do away with this." Regina whispers as she begins to unbutton Emma's flannel pajama top. If Emma's brain were working she'd wish she was wearing something sexier than flannel, but right now she doesn't care. Regina is undressing her and nothing else matters.

Regina gasps in surprise when Emma's shirt falls open revealing her braless state. A surge of confidence courses through Emma's system. She contracts her abdominals to make the muscles even more defined than they already are. Emma is instantly grateful for the free month of palliates classes she'd won in the college's Thanksgiving raffle.

It's Emma's turn to smirk when Regina can't help but run her hands over Emma's bare torso. The contact sends Emma reeling, and she throws her head back when Regina takes her hard nipples between her fingers. That's as much of the game as either woman can take and Regina rips Emma's shirt off as fast as she can. Emma pulls Regina down, her tongue parting Regina's lips and kissing her hard.

Emma struggles with the fastening of Regina's bra and Regina reaches around to unclasp it herself. The black bra sails through the room and crashes against the wall. Emma's palms caress Regina's back and continue downward until she reaches Regina's pants which are inexplicably still on.

This time Emma knows what she's doing and removes Regina's belt in a few swift moves.

"Off," Emma commands, dislodging herself from Regina's mouth only long enough to give the order. Regina doesn't bother playing coy and quickly divests herself of the trousers.

Black lace underwear is sexy as hell, but Emma has no time to appreciate that now. If she doesn't get Regina completely naked fast, this dream might end before she gets the chance.

The need for skin-to-skin contact is overwhelming for Regina as well, and she yanks off Emma's pants without bothering with the drawstring. They both hear the sound of fabric ripping but neither could care less.

Regina pushes Emma up the bed and releases her mouth to shower her chest with attention. The sensation of Regina's hot mouth on her aching hard nipple is maddening and sends Emma's eyes rolling to the back of her head. Regina can't resist the temptation. Her hand migrates down Emma's hard abs and over the cotton fabric of her green panties.

When Regina's fingertips graze the top of Emma's swollen clit Emma is sure she's going to come on contact. The soaked fabric leaves Regina's fingers damp and sends another wave of excitement running through her body.

Regina releases Emma's sensitive nipple with a pop as her fingers slide along the edge of Emma's boyshorts. Regina moves to get on all fours over Emma's trembling body. Her legs parted so Emma's muscular thigh can fit between them.

Emma's hips continue gyrating desperate for friction and Regina can't help but oblige. She presses her open palm against Emma's center letting Emma grind against it. Emma grits her teeth and shuts her eyes tight trying to keep her orgasm at bay but it's impossible. As soon as Emma feels her climax begin, Regina moves her hand away.

Emma's eyes spring open at the loss. Regina has an obnoxiously cocky look on her face. Emma knows exactly how to retaliate and slides her hand under Regina's body, finding her pussy wet and waiting for her.

Regina collapses forward and her thighs start to shake immediately. She wants to fight the heat growing low in her belly, but she can't and her orgasm starts building immediately. Emma's fingers circling her clit feel just too good. Regina's hips roll to meet each stroke of Emma's hand.

"_Harder_," Regina groans in Emma's ear and Emma is more than happy to comply. Her fingers move more quickly pressing against Regina's slippery clit with increased pressure. Regina's moans grow more frantic and her back muscles strain with each movement.

"_Fuck!_" Emma screams when Regina's middle finger unexpectedly plunges inside of her pumping hard and hitting a part of body she didn't even know existed. It doesn't take long for Emma to start to come hard, her body stiffening and trembling under Regina. Despite the intense orgasm that floods her body, Emma's fingers remain intent and focused as they rub Regina's clit in a broken rhythm.

Regina's hand stops moving, but she remains inside of Emma as she bears down. Regina's magnificent body thrashes against Emma's thigh and a string of curses falls from her dignified lips. Emma screams in pleasure when Regina bites down hard on her neck as she comes undone all over Emma's fingers and thigh.

The pair is panting hard as they try to recover from the most intense orgasms either of them has ever felt. Regina slides gently out of Emma and collapses next to her. Emma's chest is heaving and her head spinning. She glances down at Regina happily snuggled in the crook of her neck, her arms and legs strewn across Emma's still trembling body.

Emma runs her palms up and down Regina's side until Regina breaths turn deep and rhythmic. Emma has never felt so satisfied in her entire life and soon sleeps creeps into her eyes as well.

"Oh my god!" The scream riles Emma awake. _Oh this time you remember your key_. Is all Emma can think initially until the reality of Ruby standing in her room sets in.

"Shit!" Emma jumps rushing to cover Regina's naked body from prying eyes. Ruby hadn't really thought Emma was going to have sex with their teacher and she can't hide the shock on her face.

"What's wrong?" Graham asks running up behind Ruby with August in tow.

"Get out!" Emma yells still trying to make sure all of Regina's parts are covered. Regina, for her part, doesn't seem nearly as concerned as she should.

"Holy fuck!" August covers his mouth and punches Graham in the chest making sure his buddy is seeing the same thing he is. Graham stands speechless, but traces of pride are evident in his face.

"Get out!" Emma screams again, this time throwing a pillow at the gawking trio to make her point clear.

Ruby finally reacts and turns to shove the boys out of the room as she shouts apologizes. Emma hears the front door slam shut and her friends' voices echoing outside the exterior hallway.

When she's sure they've gone Emma falls back into bed, her hand over her eyes to ease the embarrassment.

"Next time, we'll stay at my house." Is all Regina mutters with a kiss to Emma's lips before settling back into Emma's arms.

* * *

**A/N: Thanks for reading my very late submission for the Swan Queen Week Student/Teacher AU. **


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